Stonewall Resources to sell its Stonewall Mining interest to Shandong Qixing

Stonewall Resources Ltd (ASX: SWJ) has entered into a Share Sale Agreement (SSA) with Shandong Qixing Iron Tower Co., Ltd (“SQIT”) that will transfer 100% of Stonewall Mining to the Chinese power transmission tower company in exchange for $124.39 million.

Highlights of the agreement:

  • Cash represents approximately A$0.27 per Stonewall share on a fully diluted basis
  • Proceeds intended to be distributed to Stonewall shareholders after adjustments for repayment of debt, tax, costs and an amount sufficient to maintain Stonewall while it pursues other business opportunities
  • Stonewall’s Board of Directors unanimously recommends that all shareholders vote in favour of the sale of Stonewall Mining at the forthcoming shareholder meeting in the absence of a superior proposal
  • The SQIT offer is subject to pre-conditions including:
    • Receiving shareholder approval from both Stonewall and SQIT shareholders;
    • Obtaining certain South African and Chinese Regulatory approvals; and
    • Importantly, the transaction is NOT conditional on any further Due Diligence.
  • The Directors of both Stonewall and SQIT intend to vote in favour of the sale in the absence of a superior proposal
  • Investigations are underway by Stonewall to pursue potential new mining resource opportunities post settlement of the sale.

Further to the Conditional Agreement between Stonewall Resources Limited (ASX: SWJ) (“Stonewall”) and Shandong Qixing Iron Tower Co., Ltd (“SQIT”)  dated 7 May 2013, Stonewall is pleased to announce that the Share Sale Agreement (SSA) has now been formally exchanged with SQIT for the sale of 100% of Stonewall’s subsidiary and main undertaking, Stonewall Mining.

The purchase price payable to Stonewall for its shares in Stonewall Mining is US$124.39 million. The total purchase price payable by Qixing to all of the shareholders in Stonewall Mining (including Stonewall) is US$141,546,693 (Purchase Price).

Cash represents approximately A$ 0.27 per Stonewall share on a fully diluted basis.

Stonewall will seek shareholder approval for the sale of Stonewall Mining. It is expected that the shareholder vote on the sale will occur at an EGM in Melbourne in late December 2013.

Stonewall’s Directors advise that they have carefully evaluated the SQIT transaction and believe it to be in the best interests of all Stonewall shareholders. The significant cash offer for its subsidiary, Stonewall Mining, provides certainty of return for Stonewall shareholders in a time of a challenging resources market. The Stonewall Directors unanimously recommend that shareholders approve the SSA in the absence of a superior offer and they advise that they will each be voting in favour of the sale of Stonewall Mining to SQIT in the absence of a superior proposal.

Shandong Qixing Iron Tower Co., Ltd (002359.SZ), a listed entity on Shenzhen Stock Exchange since, is part of the Qixing Group Company Limited (Qixing Group).  Qixing Group is a privately owned large-scale diversified industrial company. The group’s revenue exceeded RMB15 billion (US$2.3 billion) in 2012.

In commenting on the signing of SSA, Chairman of Stonewall Resources Limited, David Murray said:

“The signing reflects a great achievement for all parties. Our friends at SQIT have worked assiduously to complete their due diligence in a timely manner. The Offer is the culmination of Stonewall’s announced process of 7 May 2013 and delivers significant benefit to both companies and allows shareholders to receive significant value premium to recent trading levels and the certainty of a cash transaction. “

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